Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Disclaimer Regarding Forward Looking Statements

Our Management's Discussion and Analysis of Financial Condition and Results of
Operations contains not only statements that are historical facts, but also
statements that are forward-looking (within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).
Forward-looking statements are, by their very nature, uncertain and risky. The
words "may," "would," "should," "will," "assume," "believe," "plan," "expect,"
"anticipate," "could," "estimate," "predict," "goals," "continue," "project,"
and similar expressions or the negative of these terms or other comparable
terminology are meant to identify such forward-looking statements. These risks
and uncertainties include international, national and local general economic and
market conditions; demographic changes; our ability to sustain, manage, or
forecast growth; our ability to successfully make and integrate acquisitions;
raw material costs and availability; new product development and introduction;
existing government regulations and changes in, or the failure to comply with,
government regulations; adverse publicity; competition; the loss of significant
customers or suppliers; fluctuations and difficulty in forecasting operating
results; changes in business strategy or development plans; business
disruptions; the ability to attract and retain qualified personnel; the ability
to protect technology; and other risks that might be detailed from time to time
in our filings with the SEC, including those set forth under "Item 1A. Risk
Factors," in this Annual Report on Form 10-K as well as subsequently filed
Quarterly Reports on Form 10-Q.

Although the forward-looking statements in this Annual Report reflect the good
faith judgment of our management, such statements can only be based on facts and
factors currently known by them. Consequently, and because forward-looking
statements are inherently subject to risks and uncertainties, the actual results
and outcomes may differ materially from the results and outcomes discussed in
the forward-looking statements. You are urged to carefully review and consider
the various disclosures made by us in this report and in our other reports as we
attempt to advise interested parties of the risks and factors that may affect
our business, financial condition, and results of operations and prospects.

Current Financial Position and Liquidity

Our revenues during the years ended December 31, 2013 and 2012 and to date in
2014 have been insufficient to attain profitable operations and to provide
adequate levels of cash flow from operations. We have experienced recurring net
losses from operations, which have caused an accumulated deficit of $20,544,723
at December 31, 2013. We had a working capital deficit of approximately
$2,060,000 at December 31, 2013 compared to a working capital deficit of
approximately $1,301,000 at December 31, 2012. Our near-term liquidity and
ability to remain in business is dependent on our ability to generate sufficient
revenues from our store operations to provide sufficient cash flow from
operations to pay our current level of operating expenses, to provide for
inventory purchases and to reduce past due amounts owed to vendors and service
providers. No assurances can be given that the Company will be able to achieve
sufficient levels of revenues in the near-term to provide adequate levels of
cash flow from operations. Should an increase in revenues not materialize, we
will seek to further reduce operating costs to bring them in line with reduced
revenue levels. Should we be unable to achieve near-term profitability and
generate sufficient cash flow from operations, and if we are unable to
sufficiently reduce operating costs, we would need to raise additional capital
or increase our borrowings beyond our existing line of credit facility, or we
would go out of business. We currently have very limited access to capital,
including the public and private placement of equity securities and additional
debt financing. No assurances can be given that additional capital or borrowings
would be available to allow us to continue as a going concern. (See Note 1 to
the Consolidated Financial Statements).

On June 8, 2012, the Company entered into the Credit Agreement with TCA,
pursuant to which TCA agreed to loan the Company up to a maximum of $2,000,000
for working capital purposes. In June 2012, the Company obtained a loan from TCA
in the amount of $350,000 to use for working capital purposes and, in October
2012, the Company entered into the Amended Credit Agreement with TCA pursuant to
which the Company received an additional loan in the amount of $550,000 to use
for the purchase of five emissions testing stores owned by AEE. On October 23,
2013, the Company entered into the Second Amended Credit Agreement with TCA
pursuant to which TCA agreed to increase the revolving loan from $900,000 to
$1,300,000 and, in connection therewith, the Company received an additional loan
in the amount of $400,000 to finance the acquisition of the remaining seven
emission testing centers owned by AEE and to provide working capital (see also
Notes 9 and 14). While our line of credit facility of $1,300,000 is currently
63% of the maximum limit with an outstanding balance at March 21, 2014 of
approximately $823,850, our line of credit matures on December 1, 2014 and we
have no assurance it will be extended beyond that date. Therefore, our near term
liquidity is dependent on our working capital and primarily on the revenues
generated from our store operations. If we are unable to achieve near term
profitability and generate sufficient cash flow from operations, and if we are
unable to sufficiently reduce operating costs, we would need to raise additional
capital or obtain additional borrowings beyond this existing line of credit.
There is no assurance that such financing or capital would be available or, if
available, that we would be able to complete financing or a capital raise on
satisfactory terms to allow us to continue as a going concern. During the twelve
months ended December 31, 2013, our line of credit net borrowings increased
$195,645 to the outstanding balance of $939,245 at December 31, 2013 from
$743,600 at December 31, 2012. At March 21, 2014, the outstanding balance on the
loan facility was approximately $823,850, and our cash balances were
approximately $41,725.

In the event TCA does not extend the line of credit, we would need to obtain
additional credit facilities or raise additional capital to continue as a going
concern and to execute our business plan. There is no assurance that such
financing or capital would be available or, if available, that we would be able
to complete financing or a capital raise on satisfactory terms.

Overview

As of December 31, 2013 we operated 43 vehicle emissions testing and safety
inspection stations and four mobile units in four separate markets, Atlanta,
Georgia; St. Louis, Missouri; Houston, Texas and Salt Lake City, Utah.

We perform vehicle emissions testing and safety inspections in certain cities in
which vehicle emissions testing is mandated by the EPA. We use computerized
emissions testing and safety inspections equipment that test vehicles for
compliance with vehicle emissions and safety standards as determined by each
state. Our revenues are generated from the test or inspection fee charged to the
registered owner of the vehicle. We do not provide automotive repair services.

We charge a fee for each test, whether the vehicle passes or not, and a portion
of that fee is remitted to the state governing agency.

Results of Operations

Year ended December 31, 2013 compared to the year ended December 31, 2012

Our revenue, cost of emission certificates (our cost of goods sold), store
operating expenses, general and administrative expenses, gain from disposal of
non-strategic assets and operating loss for the year ended December 31, 2013 as
compared to the comparable year ended December 31, 2012 were as follows:

Revenue. For the year ended December 31, 2013, revenue decreased $656,664 or
8.5% to $7,095,937 compared to $7,752,601 in the prior year. The decrease in
revenue was due to a decrease in revenue from same store sales of 1.8% or
($108,237) and to the net effect of permanent closings of six Texas stores
during 2012 and 2013 ($711,510), temporary closing of three stores during 2013
($462,816) and increased revenue due to the purchase of 12 Georgia stores during
2012 and 2013 with a positive effect of $625,899. The decrease in same store
sales is mainly attributable to increased competition.

Cost of emission certificates. Cost of emission certificates decreased $277,002
or 15.6% to $1,493,183 in the year ended December 31, 2013 and was 21.0% of
revenue, compared to $1,770,185 and 22.8% of revenue during 2012. The decrease
in the cost of emission certificates over the comparable period was due to the
decrease in store revenues during 2013 partially offset by the net effect of
closing six Texas stores where cost of emission certificates is approximately
35% of revenues while cost of emission certificates for the 12 stores purchased
in Georgia is approximately 20% of revenues.

Store operating expenses. Our store operating expenses decreased $158,123 or
3.0% to $5,084,345 for the year ended December 31, 2013 and was 71.7% of
revenue, compared to $5,242,468 or 67.6% of revenue during 2012. The decrease in
store operating expenses was primarily due to a decrease of $636,400 in store
operating expenses for nine stores permanently or temporarily closed, increased
new store operating expenses of $415,957 for 12 Georgia stores purchased during
2012 and 2013 plus an increase of $62,320 in same store operating expenses. The
primary causes of the $62,320 increase in same store operating expenses was due
to $39,131 in wage increases, an increase of $19,670 in bank charges and an
increase of $11,575 in depreciation expense.

General and administrative expenses. For the year ended December 31, 2013, our
general and administrative expenses decreased $205,312 or 15.9% to $1,082,865
from $1,288,177 in 2012. The decrease in general and administrative expenses was
primarily due to a $115,016 decrease in legal and accounting fees, a decrease of
$40,377 in shareholder and investor relations expenses and a decrease in
professional fees associated with Carbonga.

Gain from disposal of non-strategic assets. For the year ended December 31,
2013, we recognized a gain of $83,846 from the disposal of non-strategic assets,
compared to a gain of $13,680 from the disposal of non-strategic assets in the
year ended December 31, 2012. These non-strategic assets consisted primarily of
excess testing equipment from closed stores.

Goodwill impairment expense. We determined that goodwill recorded from the
acquisition of the following business was impaired as of December 31, 2013.

The estimated fair value of goodwill was determined using discounted cash flow
models. Due to an overall decline in the financial performance and anticipated
future performance of these five Georgia stores acquired from AEE, it is
estimated that future cash flows from these five stores would not be sufficient
to cover the carrying value of their goodwill. The amount of goodwill impaired
in 2013 was $107,739 and is recorded in the accompanying consolidated statements
of operations for the year ended December 31, 2013.

Operating loss. Our operating loss increased by $53,800 or 10.1% in the
year ended December 31, 2013 and was $588,349 compared to an operating loss of
$534,549 in the year ended December 31, 2012. The primary cause of this increase
was the $107,739 goodwill impairment charge recorded in 2013.

Interest income, interest expense and net loss and basic and diluted loss per
share. Our interest income, interest expense, net loss and basic and diluted
loss per share for the year ended December 31, 2013 as compared to the year
ended December 31, 2012 were as follows:

The increase of $106,645 in interest expense during 2013, compared to 2012, was
primarily the result of the amortization of loan origination costs associated
with the line of credit and additional interest costs associated with the
increase of the line of credit balance from $743,600 at December 31, 2012 to
$939,245 at December 31, 2013.

Net loss and basic and diluted net loss per share. Our net loss increased from
$656,037 in 2012 to $814,482 in 2013. Our basic and diluted net loss per share
in the years ended December 31, 2012 and 2013 was $0.02 and $0.02, respectively.
The primary causes of this increase were the $107,739 goodwill impairment charge
recorded in 2013 and the $106,645 increase in interest expense.

Liquidity and Capital Resources

Introduction

Net loss for the year ended December 31, 2013 was $814,482 or $(0.02) per share,
compared to a net loss of $656,037 or $(0.02) per share for the year ended
December 31, 2012. Revenues for the year ended December 31, 2013 decreased
$656,664, or 8.5%, to $7,095,937 from $7,752,601 in the year ended December 31,
2012. As of December 31, 2013, we had cash on hand of $65,854, a working capital
deficit of $2,059,921, an accumulated deficit of $20,544,723 and total
shareholders' deficit of $4,447,701.

While our line of credit facility of $1,300,000 is currently 63% of the maximum
limit with an outstanding balance at March 21, 2014 of approximately $823,850,
our line of credit matures on December 1, 2014 and we have no assurance it will
be extended beyond that date. At March 21, 2014, our cash balances were
approximately $41,725. We do not believe that our existing cash and cash flows
from operations will be sufficient to support our operating and investing needs
for at least the next twelve months. Our near term liquidity and ability to
continue as a going concern is dependent on our ability to generate sufficient
revenues from our store operations to provide sufficient cash flow from
operations to pay our current level of operating expenses, to provide for
inventory purchases and to reduce past due amounts owed to vendors and service
providers. No assurances may be given that the Company will be able to achieve
sufficient levels of revenues in the near term to provide adequate levels of
cash flow from operations. If the Company is unable to achieve near term
profitability and generate sufficient cash flow from operations, we would need
to raise additional capital or obtain additional borrowings beyond our existing
line of credit facility. We currently have very limited access to capital,
including the public and private placement of equity securities and additional
debt financing. There is no assurance that such capital or financing would be
available or, if available, that we would be able to complete a capital raise or
financing on satisfactory terms.

Effective November 30, 2012, the Company purchased, for $425,000 in cash,
certain assets of AEE. The assets purchased consisted of the operating assets of
five emissions testing stations, which the Company intends to continue to
operate under the Auto Emissions Express name. The Company incurred $11,620 in
legal costs related to the acquisition of the five AEE stores. These legal costs
are included in the general and administrative expenses of the Company as
reported in its consolidated statements of operations for the year ended
December 31, 2012. During the year ended December 31, 2012, the five AEE stores
recorded $39,446 in revenues or 0.5% of the Company's $7,752,601 in consolidated
revenues and $9,225 in store level operating income or 1.3% of the Company's
store level operating profit. The Company made the acquisition to increase its
market share in the Atlanta, Georgia, area and to reduce average overhead costs
per station by acquiring locations, which could be controlled by a local
management team, using existing resources. These circumstances were the primary
contributing factors for the recognition of goodwill as a result of this
acquisition. Goodwill, in the amount of $379,714, was determined using the
residual method based on an appraisal of the assets acquired and commitments
assumed in the transaction. The purchase price was paid in cash using funds
available under our existing credit agreement with TCA.

Effective October 25, 2013, the Company purchased, for $150,000 in cash and a
$200,000 note payable, certain assets of AEE. The assets purchased consisted of
the operating assets of seven emissions testing stations, which the Company
intends to continue to operate under the Auto Emissions Express name. The
Company incurred $6,020 in legal costs related to the acquisition of the seven
AEE stores. These legal costs are included in the general and administrative
expenses of the Company as reported in its consolidated statements of operations
for the year ended December 31, 2013. During the year ended December 31, 2013,
the seven AEE stores recorded $87,667 in revenues or 1.2% of the Company's
$7,095,937 in consolidated revenues. The Company made the acquisition to
increase its market share in the Atlanta, Georgia, area and to reduce average
overhead costs per station by acquiring locations, which could be controlled by
a local management team, using existing resources. These circumstances were the
primary contributing factors for the recognition of goodwill as a result of this
acquisition. Goodwill, in the amount of $296,604 was determined using the
residual method based on an appraisal of the assets acquired and commitments
assumed in the transaction. The purchase price was paid in cash using funds
available under our existing credit agreement with TCA.

During the year ended December 31, 2013, our line of credit net borrowings
increased $195,645 to the outstanding balance of $939,245 at December 31, 2013
from $743,600 at December 31, 2012. At March 21, 2014, the outstanding balance
on the loan facility was approximately $823,850 and our cash balances were
approximately $41,725.

Our cash, current assets, total assets, current liabilities, total liabilities,
Series A convertible preferred stock and total shareholders' equity as of
December 31, 2013 as compared to December 31, 2012 were as follows:

For the year ended December 31, 2013, our net cash used in operating activities
was $85,033, as compared to net cash used in operating activities of $83,779 for
the year ended December 31, 2012. Negative operating cash flows during 2013 were
primarily created by a net loss of $814,482, a gain on the disposal of assets of
$83,846, an increase of $19,478 in other current assets and a decrease in other
liabilities of $11,401. Offsetting the negative operating cash flows was an
increase of $377,711 in accounts payable and accrued liabilities plus
depreciation and amortization of $281,248 and goodwill impairment expense of
$107,739. Depreciation and amortization includes $99,856 representing
amortization of loan origination costs associated with the TCA line of credit.

Negative operating cash flows during 2012 were primarily created by a net loss
of $656,037, an increase of $36,878 in other current assets and a gain on the
disposal of assets of $13,680. Offsetting the negative operating cash flows was
an increase of $353,837 in accounts payable and accrued liabilities plus
depreciation and amortization of $276,663. Depreciation and amortization
includes $94,052 representing amortization of loan origination costs associated
with the TCA line of credit.

On June 8, 2012, the Company entered into the Credit Agreement with TCA,
pursuant to which TCA agreed to loan the Company up to a maximum of $2,000,000
for working capital purposes. In June 2012, the Company obtained a loan from TCA
in the amount of $350,000 to use for working capital purposes and, in October
2012, the Company entered into the Amended Credit Agreement with TCA pursuant to
which the Company received an additional loan in the amount of $550,000 to use
for the purchase of five emissions testing stores owned by AEE. On October 23,
2013, the Company entered into the Second Amended Credit Agreement with TCA
pursuant to which TCA agreed to increase the revolving loan from $900,000 to
$1,300,000 and, in connection therewith, the Company received an additional loan
in the amount of $400,000 to finance the acquisition of the remaining seven
emission testing centers owned by AEE and to provide working capital (see also
Notes 9 and 14). While our line of credit facility of $1,300,000 is currently
63% of the maximum limit with an outstanding balance at March 21, 2014 of
approximately $823,850, our line of credit matures on December 1, 2014 and we
have no assurance it will be extended beyond that date. Therefore, our near term
liquidity is dependent on our working capital and primarily on the revenues
generated from our store operations. If we are unable to achieve near term
profitability and generate sufficient cash flow from operations, and if we are
unable to sufficiently reduce operating costs, we would need to raise additional
capital or obtain additional borrowings beyond this existing line of credit.
There is no assurance that such financing or capital would be available or, if
available, that we would be able to complete financing or a capital raise on
satisfactory terms to allow us to continue as a going concern. During the twelve
months ended December 31, 2013, our line of credit net borrowings increased
$195,645 to the outstanding balance of $939,245 at December 31, 2013 from
$743,600 at December 31, 2012. At March 21, 2014, the outstanding balance on the
loan facility was approximately $823,850, and our cash balances were
approximately $41,725.

Inflation has not had an abnormal or unanticipated effect on our operations. Our
cost of emission certificates does not fluctuate from year to year as the fee we
pay to the state or local government agency remains constant over the state's
contract period with the administrator, which is usually five to seven years.

As of December 31, 2013, we had a shareholders' deficit of $4,447,701 compared
to shareholders' deficit of $3,777,295 at December 31, 2012. The shareholders'
deficit mainly resulted from our history of net operating losses.

Sources and Uses of Cash

Net cash used in investing activities was $52,194 for the year ended
December 31, 2013. Net cash used in investing activities was $373,961 for the
year ended December 31, 2012.

Our capital investments made during 2013 primarily involved $150,000 used in the
acquisition of seven AEE stores and $35,284 used to purchase equipment for
existing stores reduced by proceeds from the disposal of non-strategic assets in
the amount of $81,090 and proceeds from a note receivable of $52,000.

Our capital investments made during 2012 primarily involved $425,000 used in the
acquisition of five AEE stores and $8,186 used to purchase equipment for
existing stores reduced by proceeds from the disposal of non-strategic assets in
the amount of $38,100 and proceeds from a note receivable of $21,125.

Net cash provided by financing activities was $148,960 for the year ended
December 31, 2013, compared to $382,766 for the year ended December 31,
2012. Net cash provided by financing activities during 2013 was used for
payments on capitalized leases of $28,043, payments to obtain financing of
$19,950 and payments on equipment financing obligations in the amount of
$8,893. These payments were offset by $195,646 in net proceeds received from our
line of credit. Net cash provided by financing activities during 2012 was used
for payments on capitalized leases of $52,146, payments on equipment financing
obligations in the amount of $24,780 and payments to obtain financing of
$25,408. These payments were offset by $485,100 in net proceeds received from
our line of credit.

Critical Accounting Policies

The discussion and analysis of the Company's financial condition and results of
operations are based upon its consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses. In consultation with its Board of
Directors, the Company has identified the following critical accounting policies
that require management's most difficult, subjective judgments:

Impairment of Long-Lived Assets and Goodwill - The Company reviews long-lived
assets such as property, plant and equipment for impairment whenever events or
changes in circumstances indicate the carrying value may not be recoverable. If
the total of the estimated undiscounted future cash flows is less than the
. . .